SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuent to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (earliest event reported): March 13, 1998
Beeper Plus, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 33-5516-LA 88-0219239
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(State of Incorporation) (Commission File No.) (IRS Employer ID)
3900 Paradise Road, Suite 201, Las Vegas, NV 89109
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(Address of principal executive offices)
Registrant's telephone number, including area code: (702) 737-5560
None
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Former name or former address if changed since last report
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Item 1. Changes in Control of Registrant
On March 6, 1998, in a private transaction, Maven Enterprises, Inc., a Nevada
Corporation, purchased from Mr. Samuel A. Francis, a shareholder of the Com-
pany, 362,500 shares of the Company's Voting, Common Stock. Total consid-
eration for the stock purchase was $50,000. Maven Enterprises, Inc. used
corporate funds to purchase 8.45% of the issued and outstanding Voting Common
Stock of Beeper Plus, Inc.
Mr. Samuel A. Francis is no longer the beneficial owner of any of the
Company's outstanding Common Stock.
On March 13, 1998, in a private transaction, through a Stock Purchase and Sale
Agreement, which is attached hereto and incorporated by reference as Exhibit
A, Maven Enterprises, Inc., a Nevada Corporation, purchased 886,600 shares of
Voting Common Stock from Mr. Basil B. Newton, the President and Chairman of
the Board of the Company; 631,413 shares of Voting Common Stock from May C.
Newton, the Secretary and Director of the Company; 39,500 shares of Voting
Common Stock from Mr. Jerry Roberts, a shareholder of the Company; 29,000
shares of Voting Common Stock from Mr. Henry S. Kripitz, a shareholder of the
Company; and 18,000 shares of Voting Common Stock from Ms. Rita Atol Daffner,
a shareholder of the Company, for a total of 1,604,513 shares of the Company's
Voting Common Stock. Total consideration for the stock purchase was $300,000
and 5,000 shares of Maven Enterprises, Inc.'s 7% Cumulative Voting Preferred
Stock. Maven Enterprises, Inc. used corporate funds and treasury stock to
purchase 37.42% of the issued and outstanding Voting Common Stock of Beeper
Plus, Inc.
Mr. Basil B. Newton, Ms. May C. Newton, and the other family members are no
longer the beneficial owners of any of the Company's outstanding Voting
Common Stock.
To current management's knowledge, Maven Enterprises, Inc. now owns 45.87% of
Beeper Plus, Inc.'s issued and outstanding Voting Common stock.
On March 20, 1998, as part of the transaction, Mr. Hugo V. Ciancivlli, Mr.
Frank DeRenzo, Mr. Rodd Buckle and Mr. Robert Muniz were elected Directors to
the Board of Directors of Beeper Plus, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned herto duly authorized.
Beeper Plus, Inc.
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(Registrant)
By: Basil B. Newton
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Basil B. Newton, President
and Chairman of the Board
Dated: 03/26/98
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EXHIBIT A
STOCK PURCHASE AND SALE AGREEMENT
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This stock purchase agreement by and between Basil B. Newton, May C. Newton,
and representing certain other family members, (hereinafter "Newton") Sellers,
and Maven Enterprises, Inc., (hereinafter "Maven") Purchaser shall be as
follows:
Whereas for and in consideration of Three Hundred Thousand Dollars ($300,000),
the receipt of which is hereby acknowledged, together with Five Thousand
(5,000) shares of the 7% Cumulative Voting Preferred Stock of Maven Enter-
prises, Inc., as set forth in that certain Private Placement Memorandum dated
March 2, 1998, Newton hereby transfers the full and non-assessable ownership
of 1,604,513 shares of Beeper Plus, Inc., common capital stock to Maven.
Both Parties hereto agree to execute all documents to effect the transfer and
to execute and cause to be filed all necessary disclosures required by the
United States Securities and exchange Commission.
Agreed to and Executed this 13th day of March, 1998.
SELLERS:
Basil B. Newton
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Basil B. Newton
May C. Newton
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May C. Newton
PURCHASERS:
MAVEN ENTERPRISES, INC.
Frank DeRenzo
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Frank DeRenzo, President
